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Agreed

Though I should clarify that I never had a position on FAH.

Only FFH and FIH. But the lessons applies to FIH as well.

I am just more comfortable with India and wrapping my head around the narrative. The governance concern is common though.

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Notes from the call.

 

My summary:

- Helios are impressive.

- HFP will be a very different animal to FAH, with fee streams, more/better deals, and a dividend.

- Those wanting real details will be disappointed and need to wait for the circular.

 

Call notes:

- Deal creates Helios Fairfax Partners, which aims to be the pre-eminent investment vehicle for Africa, combining private equity capital and permanent capital.

- Founders met Prem c. 1 year ago and deal developed over 6-9 months. Helios had been looking for permanent capital for years to seed new funds and support strategic/control acquisitions. Met Fairfax and immediately saw cultural similarity - shared vision and common investment principles.

- In effect FAH is buying Helios for 45.9% of the combined company. Fairfax gives up its fee. HFP pays a fee to Helios, but then Helios pays 100% of investment fees net of expenses to HFP, plus 25% of carry on Helios' 3 old funds, which have a lot of room to appreciate, plus 50% of carry on Helios IV and any new funds. More details to come in circular late sept/early Oct. Deal closes end Oct.

- OMERS accepted ongoing trading restrictions in order to do independent due diligence and approved the deal.

- Opportunity in Africa is "very significant indeed". "The word excitement doesn't capture how we feel about this" deal. Public listing increases visibility and ability to hire and comp the best people.

- Helios team will manage legacy PE funds and will co-manage the FAH balance sheet assets with Mike and his team.

- Helios

○ Have a 15 year track record having raised 3 PE funds and with a small private credit business (think this is advisory) which they want to grow. They are now the largest Africa-focussed private investment firm with $3.5bn in AUM from sovereign wealth funds, pension funds, family offices etc.

○ The two founders of Helios, Tope Lawani and Babatunde Soyoye, are Nigerians (unique for an African PE fund to have African founders, amazingly) with outstanding academic track records and met at TPG Capital. This is their life's work.

○ Investment partners have average 20y private experience. Team predominantly African - big advantage.

○ B-Corp with active CSR programme.

○ Buy or build market leaders in key economic sectors. Active.

○ Have invested in 30 companies since inception across startup, growth, carve-out etc. 24 investments today.

○ Generalists with particular expertise in financial services/technology (own several payments platforms), telecom and telecom infrastructure ("literally founded" the first telecom towers business in Africa, which they sold, and their second one, Helios Towers, is listed in London), consumer non-discretionary (food & beverage), energy (power, particularly distributed solar, and midstream gas/LNG regas because they are big believers in gas as a transitional fuel), and real estate (focussed on rental accommodation for student and recent graduate housing where the other options are expensive and deplorable, and logistics).

○ Several examples of companies created from scratch or via mergers.

○ Broad range of exits covering sales, listings, and other methods.

○ Unique edge is knowledge of and commitment to Africa, and a proven capability to manage complexity. Partner of choice in Africa - institutional but also entrepreneurial and pioneering.

- Q&A

○ Is there an information asymmetry between Helios LP investors and FAH minorities? No - the latter don't have a view of Helios economics. Circular will give a comprehensive view and there will be ample time between the circular being published and the shareholder vote.

○ Fees and dividends? HFP will have a stream of income which will be "very significant" over time. "We will certainly be looking at a dividend policy" which will be explained in the circular.

○ Helios invests in Francophone Africa. Yes. Team is bilingual in the English/French sense so able to execute in Francophone Africa. One advantage of this is that the CFA currency is pegged to the Euro in a sustainable way, so they have to worry about fx less - elsewhere they spend a "huge" amount of time on fx risk, and try to find companies with natural hedges because they sell in hard currency or have pricing power).

○ ATMA - presumably FFH thinks it is undervalued, as FAH has always maintained. How is that fair? Prem and Mike answered this, not Helios. FFH did not want to do this - Helios felt the exposure was too high and required it as part of the deal. Also, the transfer price is at a significant premium to market value and you have to accept there will be challenges as a result of the ongoing economic impact of Covid, particularly on financial institutions.

○ African GDP? Over 15 years you see patterns. One is that economic cycles are short and shallow. That makes investing in cyclicals that require the economy to be buoyant is challenging. Prefer to focus on long term, non-cyclical, secular opportunities driven by things like demographics, urbanisation, technology, innovation. Another is that some countries have reformed - Cote D'Ivoire, Morocco, Egypt, increasingly Ethiopia; while others - Angola, Nigeria, South Africa - have not. Focus on picking spots with both good macro and good exit environments.

 

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Notes from the call.

 

My summary:

- Helios are impressive.

- HFP will be a very different animal to FAH, with fee streams, more/better deals, and a dividend.

- Those wanting real details will be disappointed and need to wait for the circular.

 

Call notes:

- Deal creates Helios Fairfax Partners, which aims to be the pre-eminent investment vehicle for Africa, combining private equity capital and permanent capital.

- Founders met Prem c. 1 year ago and deal developed over 6-9 months. Helios had been looking for permanent capital for years to seed new funds and support strategic/control acquisitions. Met Fairfax and immediately saw cultural similarity - shared vision and common investment principles.

- In effect FAH is buying Helios for 45.9% of the combined company. Fairfax gives up its fee. HFP pays a fee to Helios, but then Helios pays 100% of investment fees net of expenses to HFP, plus 25% of carry on Helios' 3 old funds, which have a lot of room to appreciate, plus 50% of carry on Helios IV and any new funds. More details to come in circular late sept/early Oct. Deal closes end Oct.

- OMERS accepted ongoing trading restrictions in order to do independent due diligence and approved the deal.

- Opportunity in Africa is "very significant indeed". "The word excitement doesn't capture how we feel about this" deal. Public listing increases visibility and ability to hire and comp the best people.

- Helios team will manage legacy PE funds and will co-manage the FAH balance sheet assets with Mike and his team.

- Helios

○ Have a 15 year track record having raised 3 PE funds and with a small private credit business (think this is advisory) which they want to grow. They are now the largest Africa-focussed private investment firm with $3.5bn in AUM from sovereign wealth funds, pension funds, family offices etc.

○ The two founders of Helios, Tope Lawani and Babatunde Soyoye, are Nigerians (unique for an African PE fund to have African founders, amazingly) with outstanding academic track records and met at TPG Capital. This is their life's work.

○ Investment partners have average 20y private experience. Team predominantly African - big advantage.

○ B-Corp with active CSR programme.

○ Buy or build market leaders in key economic sectors. Active.

○ Have invested in 30 companies since inception across startup, growth, carve-out etc. 24 investments today.

○ Generalists with particular expertise in financial services/technology (own several payments platforms), telecom and telecom infrastructure ("literally founded" the first telecom towers business in Africa, which they sold, and their second one, Helios Towers, is listed in London), consumer non-discretionary (food & beverage), energy (power, particularly distributed solar, and midstream gas/LNG regas because they are big believers in gas as a transitional fuel), and real estate (focussed on rental accommodation for student and recent graduate housing where the other options are expensive and deplorable, and logistics).

○ Several examples of companies created from scratch or via mergers.

○ Broad range of exits covering sales, listings, and other methods.

○ Unique edge is knowledge of and commitment to Africa, and a proven capability to manage complexity. Partner of choice in Africa - institutional but also entrepreneurial and pioneering.

- Q&A

○ Is there an information asymmetry between Helios LP investors and FAH minorities? No - the latter don't have a view of Helios economics. Circular will give a comprehensive view and there will be ample time between the circular being published and the shareholder vote.

○ Fees and dividends? HFP will have a stream of income which will be "very significant" over time. "We will certainly be looking at a dividend policy" which will be explained in the circular.

○ Helios invests in Francophone Africa. Yes. Team is bilingual in the English/French sense so able to execute in Francophone Africa. One advantage of this is that the CFA currency is pegged to the Euro in a sustainable way, so they have to worry about fx less - elsewhere they spend a "huge" amount of time on fx risk, and try to find companies with natural hedges because they sell in hard currency or have pricing power).

○ ATMA - presumably FFH thinks it is undervalued, as FAH has always maintained. How is that fair? Prem and Mike answered this, not Helios. FFH did not want to do this - Helios felt the exposure was too high and required it as part of the deal. Also, the transfer price is at a significant premium to market value and you have to accept there will be challenges as a result of the ongoing economic impact of Covid, particularly on financial institutions.

○ African GDP? Over 15 years you see patterns. One is that economic cycles are short and shallow. That makes investing in cyclicals that require the economy to be buoyant is challenging. Prefer to focus on long term, non-cyclical, secular opportunities driven by things like demographics, urbanisation, technology, innovation. Another is that some countries have reformed - Cote D'Ivoire, Morocco, Egypt, increasingly Ethiopia; while others - Angola, Nigeria, South Africa - have not. Focus on picking spots with both good macro and good exit environments.

 

Thanks, Petec! After reading your notes and what I’ve found about Helios on the internet this seems like an ideal pivot for the African strategy. Helios seems like it’s about as high quality of a partnership as you could hope to find in Africa. I liked the color on the currency and fx risk management. I’m looking forward to the circular.

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Notes from the call.

 

My summary:

- Helios are impressive.

- HFP will be a very different animal to FAH, with fee streams, more/better deals, and a dividend.

- Those wanting real details will be disappointed and need to wait for the circular.

 

Call notes:

- Deal creates Helios Fairfax Partners, which aims to be the pre-eminent investment vehicle for Africa, combining private equity capital and permanent capital.

- Founders met Prem c. 1 year ago and deal developed over 6-9 months. Helios had been looking for permanent capital for years to seed new funds and support strategic/control acquisitions. Met Fairfax and immediately saw cultural similarity - shared vision and common investment principles.

- In effect FAH is buying Helios for 45.9% of the combined company. Fairfax gives up its fee. HFP pays a fee to Helios, but then Helios pays 100% of investment fees net of expenses to HFP, plus 25% of carry on Helios' 3 old funds, which have a lot of room to appreciate, plus 50% of carry on Helios IV and any new funds. More details to come in circular late sept/early Oct. Deal closes end Oct.

- OMERS accepted ongoing trading restrictions in order to do independent due diligence and approved the deal.

- Opportunity in Africa is "very significant indeed". "The word excitement doesn't capture how we feel about this" deal. Public listing increases visibility and ability to hire and comp the best people.

- Helios team will manage legacy PE funds and will co-manage the FAH balance sheet assets with Mike and his team.

- Helios

○ Have a 15 year track record having raised 3 PE funds and with a small private credit business (think this is advisory) which they want to grow. They are now the largest Africa-focussed private investment firm with $3.5bn in AUM from sovereign wealth funds, pension funds, family offices etc.

○ The two founders of Helios, Tope Lawani and Babatunde Soyoye, are Nigerians (unique for an African PE fund to have African founders, amazingly) with outstanding academic track records and met at TPG Capital. This is their life's work.

○ Investment partners have average 20y private experience. Team predominantly African - big advantage.

○ B-Corp with active CSR programme.

○ Buy or build market leaders in key economic sectors. Active.

○ Have invested in 30 companies since inception across startup, growth, carve-out etc. 24 investments today.

○ Generalists with particular expertise in financial services/technology (own several payments platforms), telecom and telecom infrastructure ("literally founded" the first telecom towers business in Africa, which they sold, and their second one, Helios Towers, is listed in London), consumer non-discretionary (food & beverage), energy (power, particularly distributed solar, and midstream gas/LNG regas because they are big believers in gas as a transitional fuel), and real estate (focussed on rental accommodation for student and recent graduate housing where the other options are expensive and deplorable, and logistics).

○ Several examples of companies created from scratch or via mergers.

○ Broad range of exits covering sales, listings, and other methods.

○ Unique edge is knowledge of and commitment to Africa, and a proven capability to manage complexity. Partner of choice in Africa - institutional but also entrepreneurial and pioneering.

- Q&A

○ Is there an information asymmetry between Helios LP investors and FAH minorities? No - the latter don't have a view of Helios economics. Circular will give a comprehensive view and there will be ample time between the circular being published and the shareholder vote.

○ Fees and dividends? HFP will have a stream of income which will be "very significant" over time. "We will certainly be looking at a dividend policy" which will be explained in the circular.

○ Helios invests in Francophone Africa. Yes. Team is bilingual in the English/French sense so able to execute in Francophone Africa. One advantage of this is that the CFA currency is pegged to the Euro in a sustainable way, so they have to worry about fx less - elsewhere they spend a "huge" amount of time on fx risk, and try to find companies with natural hedges because they sell in hard currency or have pricing power).

○ ATMA - presumably FFH thinks it is undervalued, as FAH has always maintained. How is that fair? Prem and Mike answered this, not Helios. FFH did not want to do this - Helios felt the exposure was too high and required it as part of the deal. Also, the transfer price is at a significant premium to market value and you have to accept there will be challenges as a result of the ongoing economic impact of Covid, particularly on financial institutions.

○ African GDP? Over 15 years you see patterns. One is that economic cycles are short and shallow. That makes investing in cyclicals that require the economy to be buoyant is challenging. Prefer to focus on long term, non-cyclical, secular opportunities driven by things like demographics, urbanisation, technology, innovation. Another is that some countries have reformed - Cote D'Ivoire, Morocco, Egypt, increasingly Ethiopia; while others - Angola, Nigeria, South Africa - have not. Focus on picking spots with both good macro and good exit environments.

 

Thanks, Petec! After reading your notes and what I’ve found about Helios on the internet this seems like an ideal pivot for the African strategy. Helios seems like it’s about as high quality of a partnership as you could hope to find in Africa. I liked the color on the currency and fx risk management. I’m looking forward to the circular.

 

Agreed. I tentatively doff my cap to Prem on this one. His flaws have been well-aired, but one of his strengths is to pull best in class people into his orbit and I think he has done it again.

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  • 2 weeks later...

I'm sensing some weird vibes on this deal.

 

1) The circular still hasn't been published.

 

2) Atlas Mara was late posting interim results due in September, and when they did post, their tangible book value had dropped from $2.84 per share a year ago to $2.05 now (that's a pretty big hit - thanks mostly to currency devaluation). And, I have a hunch the meltdown could be seen as a material risk by Helios, because even after Fairfax buys ATMA and guarantees the $40 million facility, Fairfax Africa will still hold something like $40 million of ATMA bonds, which are collateralized with an African country's government bonds and a bank subsidiary's equity (woohoo). I also don't think ATMA can afford to pay the interest yet. (#redflag)

 

3) CIG is also late posting interim results. They were also due in September, and CIG issued a press release announcing they would be late. Last I checked CIG's market cap was in the neighborhood of $0. Fairfax Africa holds about $40 million of CIG loans, which like ATMA, CIG is failing to pay interest on. (#redflag)

 

4) Last week I noticed Fairfax Africa posted a link on the Events & Webinars page to a replay of their webinar with Helios. I watched the webinar, and had the following impressions:

 

- Helios's Tope Lawani is super impressive. He presents himself very well and communicates like an executive capable of managing billions of dollars.

- In contrast, Fairfax's Michael Wilkerson seemed out of control. He nonchalantly admitted the ATMA investment was inappropriately over-sized for the portfolio (and didn't strongly defend the investment thesis - a pet peeve of mine). I felt/detected he was deferring to Prem or hesitating with answers to questions about decisions made on his watch. And, I couldn't help but be distracted by Michael's disheveled office and ill-fitting attire - especially for a guy that needs to instill confidence/control to get a vitally important deal across the finish line. (#redflags)

 

After watching the webinar my first thought was, wow, Prem seriously nailed it with Helios - I can't wait to see what they bring to the table. But, my next thought was, why would Helios accept minority ownership of their life's work if in exchange they're being offered an illiquid dumpster fire? (I decided to sleep on it.)

 

NOW, here's the kicker... I returned to the Fairfax Africa website the next morning to grab the webinar link and post it on this forum. BUT, the link was removed!

 

Since the purpose of the webinar was to assure investors of the deal's merits, the sudden removal of the webinar before posting the circular seemed odd. (#redflag)

 

I have to say, a late financial report by ATMA, no financial report from CIG, a late circular, a leader with an ungodly amount of responsibility appearing in over his head, and the deleted webinar has sufficiently shaken my confidence on this one.

 

I had a small cigar butt position that I exited over the last 2 days at a whopping 6% annualized pre-tax gain. At this point I'll either wait for the deal to collapse to see if it presents another cigar butt opportunity, or wait for the ink to dry, and see if it can be purchased at a decent valuation based on the circular. Or, I'll throw it where it actually belongs, in the way too hard pile.

 

Hopefully that circular is published and the deal finalized asap.

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4) Last week I noticed Fairfax Africa posted a link on the Events & Webinars page to a replay of their webinar with Helios. I watched the webinar, and had the following

 

Thrifty3000

where do you see that. i have been desperately searching for that.

i can only see the event date on Sept 16

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4) Last week I noticed Fairfax Africa posted a link on the Events & Webinars page to a replay of their webinar with Helios. I watched the webinar, and had the following

 

Thrifty3000

where do you see that. i have been desperately searching for that.

i can only see the event date on Sept 16

 

It WAS on their website last week on the Events and Webinars page. I found it on Thursday afternoon. The next morning it was gone! There was no messaging saying how long it would be made available.

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Good luck. I’ve sent emails to Atlas Mara’s investor relations in recent months. No response. I HATE when publicly traded companies with highly paid Chief Financial Officers miss reporting deadlines (for anything other than technical complications or reasons that can be easily explained in a press release). It’s your F-ing job to report financials to your OWNERS on time. And, EVERYTHING these days is digital - so it ain’t hard! There’s no good excuse.

 

If they’re waiting on a well-worded chairman’s letter from an overcommitted chairman, then shame on them (they can release financials and announce a letter is  forthcoming). If they’re trying to figure out how to “legally” window-dress receivables they’ll never collect in a million years then shame on them. If they’re trying to delay reporting until after the ink is dry on a Helios deal then shame on them (that’s neither fair nor friendly) - and if Helios actually falls for that, then shame on anyone who trusts Helios’s judgment.

 

Reporting abnormally late is not a small issue!

 

In my book the only things worse than disrespecting owners via unexplained reporting delays are major lawsuits and abrupt CEO/CFO resignations. I try to be the first to the exit in those situations. 2 out of 3 times it’s the right decision.

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For what it’s worth the webcast is still “public” in the sense that the audio is available to Bloomberg subscribers. They know they can’t suppress it, so I doubt they’re trying.

 

IIRC (which may well not be the case) this is not the first time ATMA has reported late. I’m not defending it, but it may not be a red flag for the deal.

 

Here’s hoping.

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https://www.canadianinsider.com/company?ticker=FAH

 

FFH buying more FAH in the past couple of months

 

Why’s 2099 shares a day the magic number? Are they limited (as the issuer would be for an NCIB)?

 

That's probably the amount of daily volume they can purchase without overly impacting the price. So they're investing around $7,000 daily.

 

If that was the case you’d see the odd 2098, 2101 etc. This is something else.

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https://www.forbes.com/sites/simonmoore/2019/01/30/the-hidden-signal-in-delayed-earnings-announcements/#246097ad5750

 

The article explains that significantly delayed earnings are statistically a legit red flag.

 

We already know Consolidated Infrastructure Group (CIG) is teetering on the brink of bankruptcy.

 

Consolidated Infrastructure Group was already having to include a section in their reports explaining why the board believes the company can actually be considered a going concern - despite being all but bankrupt (I mean they're literally at the over-drafting their bank accounts level of bankrupt). Management claims that the problems are confined to their largest division, and that the other divisions can stand on their own. They use the health of the company's other divisions as justification for going concern. They say they can draw from the other divisions to cover costs of restructuring and right-sizing the problem division. I'm not so sure though. Someone should look into this, but I think they have a ton of short term liabilities guaranteed at the corporate level. I don't think the liabilities are isolated among the divisions. I think if the company defaults it will be a difficult restructuring. I have a hunch Fairfax Africa's CIG loan is subordinate to all the rest of the debt.

 

CIG's value has plummeted from somewhere north of $500 million to less than $5 million in less than 4 years. It's a rotten company, and it's tied to some industries/geographies that are getting stomped on in Africa.

 

We all know Prem is a master of smoothing things over during acquisition talks. However, poor earnings surprises is one of the primary reasons deals fall apart. And, I think it's possible Helios is watching CIG implode and realizing they are very likely going to have to oversee an ugly bankruptcy proceeding, AND they are going to have to write off the CIG loan (and maybe the PRG2 loan - I don't know what the loan was for, I just know it's collateralized with CIG equity, ouch).

 

I assume the Helios deal was struck on the assumption each party is contributing around $400 million worth of value.

 

Depending on CIG's performance in the 3rd quarter - when combined with other issues in the portfolio - it probably isn't hard to make a case that $100 million of Fairfax Africa's book value is at risk (that's not including ATMA equity or the ATMA Facility).

 

But, here's the other psychological wrench. Helios almost certainly believes they are bringing at least $400 million of value to the table. They have the luxury of basing their value on future projections. By now the realization has sunk in that they are on the cusp of selling MAJORITY CONTROL of their $3 BILLION DOLLAR BABY to Prem Watsa's HEIRS.

 

They are watching the Fairfax Africa dumpster fire burn and asking why they are exchanging CONTROL of their own lives (yes, control, for the next 30+ years they will have to convene the board and ask Prem Watsa's children for permission to invest in any insurance operation, or to make any investment over $50 million), all in exchange for a DUMPSTER FIRE that they fully believe is worth less than what they are bringing to the table. (At the very least they should be jockeying for majority control right now.)

 

I know there's strong psychological bias not to re-trade a deal, etc. But, I think CIG is a deal breaker, and I have a hunch we're watching it play out in the form of:

 

- delayed CIG report

- delayed circular

- deleted webinar access

 

If the deal goes through I believe the stock is instantly worth 50% more. Easily! Which is why it's so hard to sit on the sidelines knowing it could bounce anytime now (on positive CIG news or more signs of deal confirmation).

 

But, right now, given the red flags, I personally think the odds of the deal succeeding have tipped below 50% in recent days (I hope I'm wrong). And, without the deal going through I don't have high confidence Fairfax Africa's current leadership will right the ship.

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This is FAH purchasing their own shares. They have not done that since april 2020.

 

FFH acquiring shares of FAH in open market is a good sign for the deal.

 

 

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